MISSION WEST PROPERTIES, INC.
                               10050 Bandley Drive
                               Cupertino, CA 95014







April 17, 2006

Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549

Re:  Mission West Properties, Inc.

Ladies and Gentlemen,

Pursuant to Rule 477 under the Securities Act of 1933, as amended,  Mission West
Properties,  Inc. (the "Registrant") hereby requests the withdrawal today of the
post-effective amendment no. 2 to registration statement on Form S-4 on Form S-3
filed on March  30,  2006  because  the  staff of the  Securities  and  Exchange
Commission  has  notified  the  Registrant  that the  matters  addressed  by the
post-effective amendment should be submitted on an initial Form S-3 registration
statement.  Accordingly, a new registration statement on Form S-3 has been filed
today. No securities have been sold in connection with the offering.

Very truly yours,

MISSION WEST PROPERTIES, INC.

By:    /s/ Wayne N. Pham
     ---------------------------------------
       Wayne N. Pham
       Vice President of Financing